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HomeMy WebLinkAbout2008-0480 Agreement for Use of Indian River County Fairgrounds between INDIAN RIVER COUNTY and INDIAN RIVER COUNTY FAIR ASSOCIATION, INC. THIS AGREEMENT for USE of INDIAN RIVER COUNTY FAIRGROUNDS, ("Agreement") made this 12th day of February, 2008, is by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, having an address of 1801 27th Street, Vero Beach, FL 32960 ("County") and the INDIAN RIVER COUNTY FAIR ASSOCIATION, INC., a Florida not-for-profit corporation, having an address of 1818 Commerce Avenue, Vero Beach, FL 32960, ("Association"). BACKGROUND RECITALS WHEREAS, the Association proposes to conduct a public fair or exposition in accordance with Chapter 616, Florida Statutes ("County Fair"), in calendar years 2008, 2009, and 2010, for the benefit and development of the educational, agricultural, horticultural, livestock, and other resources of Indian River County; ; and WHEREAS, the County is willing to support the Association in operating the County Fair by allowing the Association to use the Indian River County Fairgrounds ("Fairgrounds") as set forth in this Agreement; and WHEREAS, the Association's use of the Fairgrounds to operate the County Fair serves a legitimate public purpose and is authorized by Florida Statutes section 616.11; and WHEREAS, the County and the Association had entered into prior agreements to operate the County Fair; the most recent agreement was dated December 3, 2002 and it expired by its terms. NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, County and Association mutually agree as follows: 1. In accordance with Florida Statutes section 616.15, the Association shall apply to the State of Florida, Department of Agriculture and Consumer Services, Division of Marketing and Development, Bureau of State Farmers' Markets ("State") for a fair permit to conduct County Fairs in calendar years 2008, 2009, and 2010, and the Association shall be responsible for all matters pertaining to such permitting. 2. A permit for the 2008 County Fair has been issued by the State to the Association, and the County shall let the Association use and occupy the Fairgrounds, located at 7955 58th Avenue in Indian River County, Florida, from March 10 through March 27, 2008, to operate the Indian River County Fair from March 14, 2008, through March 22, 2008. In each successive year during the term of this Agreement, if a permit is issued by the State to the Association, the Association shall have priority at the Fairgrounds in scheduling the County Fair if the Association notifies the County in writing through the County's Parks Director of the proposed dates by May 30, in which case the County shall let the Association use and occupy the Fairgrounds during a period not exceeding fourteen (14) days in March of the following year. In the event the Association fails to notify the County of the following year's County Fair dates by May 30, the County may allow the Association to operate the County Fair at the Fairgrounds in March of the following year, absent previously scheduled conflicting events. 3. It shall be the responsibility of the Association to arrange for all contracts for amusements, entertainment, and any commercial exhibits or matters that it considers will enhance the County Fair. The Association is also responsible to provide timely notice to the Indian River County Animal Control Division and The Humane Society of Vero Beach and Indian River County, Inc. when and if the Association will have animals present at the County Fair .that are not associated with the 4-H exhibitions, so that the required inspections may be performed before and during the County Fair. 4. It shall be the responsibility of the Association to provide temporary structures for entertainment, agricultural and livestock, educational, and commercial exhibits. Any other organization contracting with the Association shall provide its own temporary structure with the approval of the Association. All such other persons or organizations shall have proof of liability insurance acceptable to the County and the Association. 5. The Association shall provide volunteer and other help to staff the County Fair. Any subcontract for operation or administration of the County Fair shall be subject to the County's prior review and approval. The Association shall provide adequate security for the County Fair and shall provide sufficient volunteers or paid security guards to maintain crowd control, to the County's satisfaction, at all times while the County Fair is underway. 6. The Association shall provide electricity and pay all electricity cost while the County Fair is open as well as for those dates on which the County Fair is being set up and removed. 7. The Association shall pay all fees and costs necessary to conduct the County Fair and shall maintain records in accordance with sound accounting practices and procedures showing all costs, expenses, as well as all receipts and proceeds from the County Fair. The Association shall, at its sole expense, cause a state certified public accountant to conduct a review, based on sound accounting practices and procedures, of the Association and of any person or entity that operates or administers the County Fair. The Association shall submit copies of the reviews to the County on or before August 15, 2008, and by August 15 of each successive year during the term of this Agreement that the Association operates the County Fair. All books and records of the Association and of any person or entity that operates or administers the County Fair shall be public records and shall be provided to the County upon the County's request and to any other person or entity upon such person's or entity's request. In addition to the above -stated accounting and auditing requirements, the Association shall conduct all accounting and auditing required by law. The Association shall maintain records, in a form acceptable to the County, of all funds received in connection with the County Fair. All such records shall be provided to the County upon request. The Association shall effectuate internal controls and procedures, subject to the County's approval, regarding the receipt of all funds. Such 9 internal controls and procedures shall include documentation and verification of all gate receipts and admissions and enumeration of admissions. 8. The Association shall purchase liability insurance coverage in an amount of not less than $500,000 per individual injury and $1,000,000 per occurrence during the term of the County Fair. On all insurance policies the County shall be named as additional insured on the policy and copies of the policy shall be submitted to the County at least two weeks prior to the start of the County Fair. The insurance company must be licensed to issue insurance policies in the state of Florida, and must be rated at least A+VII per Best's Key Rating Guide. The policy must be "occurrence" and not "claims made," and the certificate of insurance must provide that the County be given a 30 -day written notice of insurance company's intent to cancel or terminate the policy of insurance. In addition the Association must provide proof of insurance from the amusement/midway company in the amount of $1,000,000 per occurrence/$5,000,000 aggregate, adding County as an additional insured and subject to all above insurance requirements necessary for the Association. 9. The Association hereby releases and holds harmless the County, and the County's officers, employees, and agents, from and against any and all claims for damages, costs, third party claims, judgments, and expense to persons or property, except as a result of the County's negligence, that may arise out of, or be occasioned by, the County Fair, and from any act or omission of any representative, agent, or employee of the Association, and the Association shall indemnify the County against any such claims and any judgments that may be entered in connection therewith, including costs and attorney fees. The Association shall indemnify the County against any claim for damage that any utility, whether publicly or privately owned, may sustain or receive in connection with the County Fair. It is the intention of the parties, and a condition of this agreement, that the Association shall fully and totally indemnify the County against any kind or character of claim whatsoever, except as a result of the County's negligence, that may be asserted against the County or against the County's officers, employees, or agents. Association hereby agrees to defend any and all suits, claims, and causes of action brought against the County arising out of or in connection with the County Fair, except as a result of the County's negligence, and pay any judgment or judgments that may be rendered against the County or against the County's officers, employees, or agents in connection therewith. 10. Association shall be responsible for the payment and approval of all expenses arising from and related to the promotion and operation of the County Fair. Association shall pay to County on or before August 15, 2008„ and on or before August 15 of each successive year during the term of this Agreement that the Association operates the County Fair, one-third of the net profits from the County Fair for the use of the Fairgrounds, to be held by the County in a separate account, which the County shall use for future Fairgrounds improvements. 11. The County will provide trash containers and garbage collection. The Association will pay for water service and sewage pickup for the County Fair. The County may provide up to thirty (30) traffic barricades and up to (30) traffic cones for the Association's use exclusively in connection with the County Fair if, in the County's Public Works Director's sole discretion, such traffic barriers and traffic cones are available for such use. If the County's Public Works Director provides such traffic barricades and traffic cones for use in connection with the County Fair, the Association shall retrieve them from the County's storage location, and then return them to the same storage location or where the County's Public Works Director otherwise directs, within five (5) days following conclusion of such year's County Fair. The Association shall replace, at the Association's expense, within thirty (30) days following conclusion of such year's County Fair, any of the County's traffic barricades and traffic cones that are damaged, lost, or stolen while in the Association's custody. 12. The Association shall provide sanitation and adequate restroom facilities, in accordance with all applicable laws and regulations and to the County's satisfaction, for persons attending the County Fair. 13. The Association shall endeavor in good faith to procure a midway and provide staff to operate the County Fair. However, in the event that the Association fails to enter into a contract to provide a midway or if the Association determines that it cannot adequately staff the County Fair, then Association shall provide written notice to County at least 60 days before the County Fair is to open that it will not manage the County Fair, in which case the County may take whatever steps it deems appropriate. Any expenses incurred by the County in connection with the Association's failure to operate the County Fair shall be paid by the Association. 14. Either party may terminate this Agreement or propose amending this Agreement by providing written notice to the other party by November 1 of the year preceding the following year's County Fair. The term of this Agreement shall be from February 12, 2008 through November 1, 2010, unless sooner terminated as provided herein. 15. This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 16. The Background Recitals are true and correct and form a material part of this Agreement. [this space left blank intentionally] 4 IN WITNESS WHEREOF, the proper officials of County and Association have executed this Agreement, effective on the date first written above. Attest: J. K. Barton, Clerk INDIAN RIVER COUIaITY;•FLOR�d`� BOARD OF COUN OMMISSION�RS By_Deputy Clerk B' i•. d ndra L. Bo eri:•Chainrra'n Approved: 1 C my Administrator Approved as to form and legal sufficiency: arian E. Fell, SeniofAssistant County Attorney n signt /i a %/ U ,!_L Witness: sign Xa� Q' printedname: G.-cf} f?. KEG.LEk INDIAN RIVER COUNTY FAIR ASSOCIATION, INC. By Aa( oe H.I n, President 5